BENEFICIARIES' EQUITY OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2019

Equity [Abstract]

BENEFICIARIES' EQUITY OF THE PARENT COMPANY

12. BENEFICIARIES' EQUITY OF THE PARENT COMPANY

Earnings per Share (EPS)

The following tables detail the number of shares and net income used to calculate basic and diluted earnings per share (in thousands, except share and per share amounts; results may not add due to rounding):

	Year Ended December 31,
	2019						2018						2017
	Basic			Diluted			Basic			Diluted			Basic			Diluted
Numerator
Net income	$	34,529		$	34,529		$	135,472		$	135,472		$	121,177		$	121,177
Net income attributable to noncontrolling interests	(262		)	(262		)	(954		)	(954		)	(1,004		)	(1,004		)
Nonforfeitable dividends allocated to unvested restricted shareholders	(396		)	(396		)	(369		)	(369		)	(327		)	(327		)
Distribution to preferred shareholders	—			—			—			—			(2,032		)	(2,032		)
Preferred share redemption charge	—			—			—			—			(3,181		)	(3,181		)
Net income attributable to common shareholders	$	33,871		$	33,871		$	134,149		$	134,149		$	114,633		$	114,633
Denominator
Weighted-average shares outstanding	176,132,941			176,132,941			178,519,748			178,519,748			175,484,350			175,484,350
Contingent securities/Share based compensation	—			553,872			—			1,121,744			—			1,323,816
Weighted-average shares outstanding	176,132,941			176,686,813			178,519,748			179,641,492			175,484,350			176,808,166
Earnings per Common Share:
Net income attributable to common shareholders	$	0.19		$	0.19		$	0.75		$	0.75		$	0.65		$	0.65

The contingent securities/share based compensation impact is calculated using the treasury stock method and relates to employee awards settled in shares of the Parent Company. The effect of these securities is anti-dilutive for periods that the Parent Company incurs a net loss from continuing operations available to common shareholders and therefore is excluded from the dilutive earnings per share calculation in such periods.

Redeemable common limited partnership units, totaling 981,634, 982,871, and 1,479,799 in 2019, 2018, and 2017, respectively, were excluded from the diluted earnings per share computations because they are not dilutive.

Unvested restricted shares are considered participating securities which require the use of the two-class method for the computation of basic and diluted earnings per share. For the years ended December 31, 2019, 2018 and 2017, earnings representing nonforfeitable dividends were allocated to the unvested restricted shares issued to the Company’s executives and other employees under the Company's shareholder-approved long-term incentive plan.

Common and Preferred Shares

On December 11, 2019, the Parent Company declared a distribution of $0.19 per common share, totaling $33.8 million, which was paid on January 22, 2020 to shareholders of record as of January 8, 2020.

Of the 20,000,000 preferred shares authorized, none were outstanding as of December 31, 2019 or December 31, 2018.

On April 11, 2017, the Parent Company redeemed all of its outstanding 4,000,000 Series E Preferred Shares at an aggregate redemption price of $25.51 per share, which includes $2.0 million of dividends accrued through the redemption date. The redemption was funded with existing cash balances on hand.

Also, on April 11, 2017, the Parent Company recognized a $3.2 million charge related to the underwriting discount and related expenses incurred at issuance of the Series E Preferred Shares on April 11, 2012. This charge is included in the earnings per share calculations above, as well as within the Parent Company’s consolidated statements of operations as a reduction in net income to arrive at net income attributable to common shareholders under the caption “Preferred share redemption charge.” There were no comparable charges for the years ended December 31, 2019 or 2018.

Common Share Repurchases

The Parent Company maintains a common share repurchase program under which the Board of Trustees has authorized the Parent Company to repurchase common shares. On January 3, 2019, the Board of Trustees replenished this program by authorizing the Parent Company to repurchase up to $150 million common shares under the program from and after January 3, 2019. During the year ended December 31, 2019, the Company repurchased and retired 1,337,169 common shares at an average price of $12.92 per share, totaling $17.3 million. During the year ended December 31, 2018, the Company repurchased and retired 1,729,278 common shares at an average price of $12.64 per share, totaling $21.9 million. During the year ended December 31, 2017, there were no share repurchases under the program. The Company expects to fund any additional share repurchases with a combination of available cash balances and availability under its unsecured revolving credit facility. The timing and amounts of any repurchases will depend on a variety of factors, including market conditions, regulatory requirements, share prices, capital availability and other factors as determined by the Company’s management team. The repurchase program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time without notice.

In connection with the Parent Company’s common share repurchase program, one common unit of the Operating Partnership is retired for each common share repurchased. During the year ended December 31, 2019, the Company repurchased and retired 1,337,169 common units at an average price of $12.92 per unit, totaling $17.3 million. During the year ended December 31, 2018, the Company repurchased and retired 1,729,278 units at an average price of $12.64 per unit totaling $21.9 million. During the year ended December 31, 2017 there were no repurchases under the program. The Company expects to fund any additional unit repurchases with a combination of available cash balances and availability under its unsecured revolving credit facility. The timing and amounts of any purchases will depend on a variety of factors, including market conditions, regulatory requirements, unit prices, capital availability and other factors as determined by the Company’s management team. The repurchase program does not require the purchase of any minimum number of units and may be suspended or discontinued at any time without notice.

The common shares repurchased were retired and, as a result, were accounted for in accordance with Maryland law, which does not contemplate treasury stock. The repurchases were recorded as a reduction of common shares (at $0.01 par value per unit) and a decrease to General Partnership Capital.

Continuous Offering Program

On January 10, 2017, the Parent Company entered into a continuous offering program (the “Offering Program”), under which it may sell up to an aggregate of 16,000,000 common shares until January 10, 2020 in at-the-market offerings.

There was no activity under the Offering Program during 2019. During 2018 and 2017, the Parent Company issued 23,311 and 2,858,991 common shares under the Offering Program at weighted average prices per share of $18.04 and $18.19, receiving net cash proceeds of $0.4 million and $51.2 million, respectively. At December 31, 2019, 13,117,698 common shares remain available for issuance under the Offering Program.